Special Indemnity Escrow Fund definition

Special Indemnity Escrow Fund means the Special Indemnity Escrow Units deposited with the Escrow Agent, as may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any distributions paid in respect thereof.
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Special Indemnity Escrow Fund means the Special Indemnity Escrow Amount withheld in accordance with Section 2.2(b), plus any earnings including interest on the Special Indemnity Escrow Amount.
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Special Indemnity Escrow Fund means the Special Indemnity Escrow Amount, together with any interest and other income thereon, if any.
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Examples of Special Indemnity Escrow Fund in a sentence

  • AMID shall direct the Transfer Agent to deliver a written confirmation of the deposit of General Indemnity Escrow Units in the General Indemnity Escrow Fund, Special Indemnity Escrow Units in the Special Indemnity Escrow Fund and Adjustment Escrow Units in the Adjustment Escrow Fund.

  • Within five (5) Business Days after the Special Indemnity Escrow Release Date, Purchaser and the Sellers’ Representative shall, in accordance with the Escrow Agreement, instruct the Escrow Agent to release from the Special Indemnity Escrow Fund for to the Seller the amount, if any, by which the aggregate amount remaining in the Special Indemnity Escrow Fund as of the Special Indemnity Escrow Release Date exceeds the Retained Special Indemnity Escrow Amount.

  • Upon the final resolution and payment of such unresolved or unpaid indemnity claims of the Buyer Indemnified Parties, any remaining portion of the Special Indemnity Escrow Fund, which is then in excess of the aggregate unresolved or unpaid indemnity claims of the Buyer Indemnified Parties recoverable from the Special Indemnity Escrow Fund, shall be paid to Sellers by the Escrow Agent within five (5) Business Days.

  • With respect to any Losses from any claims pursuant to Section 8.2(a)(vi), such amounts shall be satisfied (i) first, from the Special Indemnity Escrow Fund until there are no amounts remaining in the Special Indemnity Escrow Fund, (ii) second from the Indemnity Escrow Fund until there are no amounts remaining in the Indemnity Escrow Fund and (iii) third from the Seller directly.

  • Subject to Section 8.3(e), the total dollar amount of the indemnification payments that Sellers can be required to make to the Indemnitees resulting from the matters referred to in Section 8.2(b)(ii) or Section 8.2(b)(iii) shall be limited to the aggregate amount remaining in the Special Indemnity Escrow Fund at such time.

  • Buyer and Sellers will cooperate to provide joint written instructions to the Escrow Agent with respect to any payments required to be made from the Special Indemnity Escrow Fund hereunder.


More Definitions of Special Indemnity Escrow Fund

Special Indemnity Escrow Fund has the meaning set forth in Section 2.03(a)(iii)(F).
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Related to Special Indemnity Escrow Fund

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Escrow Cash is defined in Section 4.1(a).

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.